Share Issue/Capital Change • May 22, 2017
Share Issue/Capital Change
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Regulated information | May 2017
NOT FOR DIRECT OR INDIRECT DISTRIBUTION, PUBLICATION OR RELEASE TO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER COUNTRY OR JURISDICTION WHERE ITS DISSEMINATION WOULD BE CONTRARY TO LAW.
A prospectus was approved by the Belgian Financial Services and Markets Authority on 3 May 2017. The prospectus may be obtained, free of charge, per simple request, by phone call to +32 (0)3 641 97 00. The prospectus is also available on the website of SIPEF (www.sipef.com), subject to certain conditions (i.e. the acceptance of a disclaimer). The prospectus is available in English and in Dutch, and a summary in French has been prepared.
SIPEF announces that in respect of its capital increase with statutory preferential subscription rights of EUR 88.9 million, 94.65% of the 1 627 588 new ordinary shares offered (the New Shares), or 1 540 518 New Shares, have been subscribed at EUR 54.65 per New Share (the Issue Price) through the exercise of preferential subscription rights (the Preferential Subscription Rights). The New Shares were offered at a ratio of 2 New Shares for 11 Preferential Subscription Rights (the Ratio). Ackermans & van Haaren NV and, Cabra NV and Gedei NV (Group Bracht) have subscribed for a minimum combined amount of EUR 33.5 million in accordance with their subscription commitments.
The Preferential Subscription Rights were tradable on the regulated market of Euronext Brussels from 5 May 2017 up to and including 19 May 2017 (the Rights Subscription Period). Subject to the restrictions set forth in the Prospectus and in accordance with the provisions and restrictions of applicable securities laws, the holders of Preferential Subscription Rights were entitled to subscribe to the New Shares at the Issue Price and in accordance with the Ratio.
The 478 885 Preferential Subscription Rights which have not been exercised during the Rights Subscription Period will automatically be converted into an equal number of Scrips. The Scrips will be offered by way of an exempt private placement in the EEA and Switzerland through an accelerated bookbuilding procedure (the Scrips Private Placement). The Scrips Private Placement will take place following the publication of this press release.
Investors purchasing Scrips shall irrevocably commit to subscribe to the remaining New Shares at the Issue Price and in accordance with the Ratio.
Ackermans & van Haaren NV has committed to subscribe to the number of New Shares, if any, that remain available for subscription after the Rights Subscription Period and the Scrips Private Placement for which no Preferential Subscription Rights have been exercised during the Rights Subscription Period and for which no Scrips could be placed during the Scrips Private Placement.
In consideration for Ackermans & van Haaren NV's commitment, SIPEF has granted Ackermans & van Haaren NV a right of first refusal, in priority to all other participants to the Scrips Private Placement, to acquire such number of Scrips as Ackermans & van Haaren NV determines, at the price which results from the Scrips Private Placement bookbuilding.
The proceeds of the sale of these Scrips (the Scrips Proceeds), if any, will be distributed proportionally between all holders of unexercised Preferential Subscription Rights, unless the Scrips Proceeds are less than EUR 0.01 per Scrip, in which case the Scrips Proceeds will be transferred to SIPEF.
The results of the Scrips Private Placement will be published in a press release on 22 May 2017, after the finalization of the Scrips Private Placement.
At the request of SIPEF, the trading of SIPEF's shares on the regulated market of Euronext Brussels will be temporarily suspended during the Scrips Private Placement. Trading will be resumed after the results of the Scrips Private Placement have been announced.
The payment of the Issue Price, the settlement of the capital increase, the delivery and listing of the New Shares on the regulated market of Euronext Brussels is expected to take place on or around 24 May 2017.
BNP Paribas Fortis acts as Sole Global Coordinator and Sole Bookrunner. KBC Securities acts as Lead Manager. Degroof Petercam, ING and Delen Private Bank act as Co-Lead Managers.
Any investment in shares involves a high degree of risk. An investor is exposed to the risk to lose all or part of his investment. Before taking a decision to invest, the prospective investors should duly read the entire prospectus. The Prospectus contains a description of the offering and the risk factors. The Prospectus is available on the website of SIPEF (www.sipef.com). The current document is an advertisement and not a prospectus. Any decision to purchase securities to which this document refers should be based solely on the information included in the Prospectus, including its section "Risk factors".
These materials are not for distribution, directly or indirectly, in or into the United States. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, (the "Securities Act") and may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This communication may be distributed in a member state of the European Economic Area, with the exception of Belgium, which applies Directive 2000/71/EC (this Directive together with any implementing measures in any member state, the "Prospectus Directive") only to those persons who are qualified investors for the purposes of the Prospectus Directive in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person may act or rely on this document or any of its contents.
This announcement and the information contained herein are not for publication, distribution or release in, or into, the United States, Canada, Australia, Japan or South Africa.
Certain statements, beliefs and opinions in this press release are forward-looking, which reflect the Company or, as appropriate, the Company directors' current expectations and projections about future events. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. A multitude of factors including, but not limited to, changes in market prices of products and commodity inputs, geopolitical and economic development risks, risks related to seasonal variability of earnings, risks related to the plantation industry such as quality of seeding, can cause actual events, performance or results to differ significantly from any anticipated development. Forward looking statements contained in this press release regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. As a result, the Company expressly disclaims any obligation or undertaking to release any update or revisions to any forward-looking statements in this press release as a result of any change in expectations or any change in events, conditions, assumptions or circumstances on which these forward-looking statements are based. Neither the Company nor its advisers or representatives nor any of its subsidiary undertakings or any such person's officers or employees guarantees that the assumptions underlying such forward-looking statements are free from errors nor does either accept any responsibility for the future accuracy of the forward-looking statements contained in this press release or the actual occurrence of the forecasted developments. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release.
The date of listing on Euronext Brussels may be influenced by things such as market conditions. There is no guarantee that such listing will occur and you should not base your financial decisions on the Company's intentions in relation to such listing at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. This announcement does not constitute a recommendation concerning the offering. The value of the shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the offering for the person concerned.
Schoten, 22 May 2017
For more information, please contact:
F. Van Hoydonck, managing director (GSM +32 478 92 92 82)
J. Nelis, chief financial officer
Tel.: +32 3 641 97 00 Fax : +32 3 646 57 05
[email protected] www.sipef.com (section "investors")
SIPEF is a Belgian agro-industrial company listed on Euronext Brussels. The company mainly holds majority stakes in tropical businesses, which it manages and operates. The group is geographically diversified, and produces a number of different commodities, principally palm oil. Its investments are largely long-term ventures in developing countries.
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